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Terms and Conditions

General Terms and Conditions of Business

1 Definitions

“Client”: means the person, firm or company named in the Engagement Letter as requiring the Services.
“CRML”: means Chelsea Riverside Map Ltd, whose principal office is at 3 Petyt Place London SW3 5DJ, together with its successors and assigns or such affiliate thereof as may be named in the Engagement Letter as providing the Services.
“General Conditions”: means these General Terms and Conditions of Business subject only to such amendment as may be agreed by CRML in writing.
“Engagement Letter”: means the letter from CRML to the Client and counter-signed by the Client which shall set out details of the Project, the Client’s requirements and the Services to be provided by CRML, and shall be deemed to incorporate these General Conditions, and/or other documents expressly referred to in the Engagement Letter, all of which shall be read as one and shall comprise the sole agreement between the Client and CRML in respect of the Project.
“Services”: means the services to be provided by CRML as specified in the Engagement Letter, or variations or amendments thereto agreed by CRML.
“Project: means the requirements of the Client as set out in the Engagement Letter.

2. General

2.1 The General Conditions shall apply to all dealings between CRML and the Client.

3. Governing Law

3.1 The General Conditions and the terms of the Engagement Letter shall be governed and construed in accordance with the laws of England and Wales, and CRML and the Client submit to the exclusive jurisdiction of the Courts of England and Wales.

4. Performance of the Services

4.1 CRML shall exercise all reasonable skill and care in providing the Services.

5. Assignment and Sub-Contracting

5.1 The Client shall not assign the whole or any part of the benefit or in any way transfer the obligation contained in the Engagement Letter, without the prior consent of CRML, such consent not to be unreasonably withheld.
5.2 CRML shall be entitled to sub-contract any of the Services and any such subcontractors will act solely on the instructions of CRML.

6. Information provided by Client

6.1 The Client shall provide all information to CRML free of charge as is reasonably necessary or requested by CRML for the performance of the Services, at such times as shall permit CRML to comply with any time-limits specified by the Client for performance of the Services.
6.2 The Client accepts that CRML will rely on the accuracy, sufficiency and consistency of any and all information supplied by the Client. CRML accepts no liability for any inaccuracies contained in information disclosed by the Client, whether prepared by the Client or by a third party and whether or not supplied directly to CRML by that third party.
6.3 Except where required by law or by any proper authority and, where appropriate, by CRML’s professional advisers, all confidential information provided by either party to the other party shall, except with the prior written consent of such first-mentioned party, be kept confidential by such other party. Each of the parties shall ensure that all persons, where employed by it or working under its direction in the course of performing the Services, are expressly made aware of and abide strictly with this confidentiality provision. This duty shall not prevent CRML from using any information gained in connection with the Project during the normal course of its business, provided that details which identify the Client, its business or the Project shall not be disclosed except with the Client’s prior consent.
6.4 All confidential information provided by the Client will be returned or destroyed upon the Client’s request, provided that CRML may retain copies of any information which forms the basis of its reports and other advice, together also with copies of such reports and advice. CRML reserves the right to destroy papers after completion of the Project.

7. Information provided by CRML

7.1 Intellectual property rights of whatever nature prepared by CRML and provided to the Client or otherwise generated in the course of carrying out the Services shall remain the property of CRML. No part of any report, document or publication may be reproduced or transmitted or disclosed in any form or by any means, or stored in any database or retrieval system of any nature, without prior written permission of CRML. CRML shall, where requested by the Client, grant a copyright licence in respect of such material for use solely in connection with the Project.
7.2 All information and advice made available by CRML to the Client is for the sole use of the Client for the purpose to which it refers. No responsibility is accepted by CRML for any reliance that may be had upon such information and advice by the Client for any other purpose and/or by any third party.

8. Estimates

8.1 Any estimate provided by CRML to the Client of prices for the cost of materials and/or goods and/or labour or for any other category of fees or expenses or disbursements, is based on prices prevalent in the market at the time the estimate is supplied to the Client. Such estimate will generally apply for a period of three months from the date of the estimate. However, CRML reserves the right to adjust the prices contained therein if variations in the market prices should occur before the date of completion of the Project.
8.2 All estimates are based on the ability of CRML to perform its Services continuously and without interruption, CRML reserves the right to make an additional charge to the Client if, for reasons beyond the control of CRML, performance of the Services is delayed or interrupted, or if the scope of the Services is increased or prolonged.
8.3 Unless otherwise agreed by CRML, all estimates are based on CRML’s performance of its Services during normal working hours. An additional charge may be made for any Services requested to be performed outside normal working hours.
8.4 Amounts relating to the installation, printing, deliveries and for the supply of watercolour visuals shall be charged in addition to the estimate. CRML shall provide an approximation of these charges in writing prior to the acceptance of the estimate but such sums shall not be binding upon CRML or the Client.
8.5 Any proposal of fees and/or any estimate supplied by CRML is to be construed as an invitation to treat and not as an offer to undertake work. Acceptance of the fees and/or of an estimate must be conveyed to CRML in writing by the Client at which point CRML may then send to the Client an Engagement Letter. A legally binding contract between CRML and the Client will not exist until one copy of the Engagement Letter has been signed by the Client and returned to CRML.

9. Statutory Requirements

9.1 The Client shall instruct the making of applications for planning permission and approval under Buildings Acts, Regulations and other statutory requirements and applications for consents by freeholders and all others having an interest in the Project and shall pay any statutory charges and any fees, expenses and disbursements in respect of such applications.
9.2 The Client shall have informed CRML prior to the date of the Engagement Letter whether any third party will acquire or is likely to acquire an interest in the whole or any part of the Project.

10. Third party liability

10.1 The Client acknowledges that CRML does not warrant the performance, work or the products of others (including CRML’s suppliers) and shall not hold CRML responsible for the inspection or supervision of the execution of such performance, work or products. Where expressly and specifically required by the Client, CRML will seek to procure from such other parties separate warranties in respect of their performance, work or products.
10.2 Any defects in good materials supplied to CRML and used in connection with the Project, or any defects in the performance of the Services, and which are discovered by CRML and notified to the Client, or which are discovered by the Client and notified to CRML within one calendar month following completion of the Project, shall, where practicable, be rectified or replaced by CRML or its sub-contractors or suppliers.
10.3 The Client agrees to indemnify CRML and to hold it harmless from and against all losses, claims, costs, liabilities, damages and expenses (whether direct or indirect and including, without limitation, loss of profit, loss of goodwill and loss of opportunity) arising out of any claim, demand or proceedings against CRML by a third party in connection with the performance of the Services.
10.4 The Client acknowledges that where CRML is asked to prepare plans, designs or guidance for use by a third party, no responsibility is accepted by CRML for the practicality and functionality of those plans, designs or guidance and no warranties are given by CRML. Such third party and the Client must satisfy themselves as to all matters of construction, development and suitability.

11. Delay

11.1 All times quoted by CRML are estimates only although CRML shall use its reasonable endeavours to meet the proposed timescales. CRML shall not be responsible for any delay to performance of the Services, where such delay is caused by matters beyond CRML’s control.
11.2 In particular, statements in any information or estimate supplied by CRML to the Client concerning the Project and relating to times or dates for delivery of goods or materials or for completion of any services are to be treated as approximate only and susceptible to prevailing trade conditions.

12. Payment of fees, expenses and disbursements

12.1 Payment of the fees for the Services shall be calculated, charged and made as set out in the Engagement Letter or any written variation agreed thereto by CRML.
12.2 The Client shall pay within 10 days of receipt of CRML’s invoice the expenses and disbursements charged by CRML as specified and invoiced periodically by CRML, or on any other basis set out in the Engagement Letter.
12.3 All references to fees, expenses and disbursements are exclusive of Value Added Tax. Any Value Added Tax chargeable on CRML’s fees, expenses and disbursements shall be paid by the Client.
12.4 Where for any reason CRML provides only part of the Services as specified in the Engagement Letter, CRML shall be entitled to fees calculated on incomplete services proportionate to that described or apportioned in the Engagement Letter or, in the case of expenses and/or disbursements, as invoiced by CRML, based on CRML’s estimate of the percentage of completion.
12.5 Any sums remaining unpaid by the Client at the expiry of 10 days from the date of submission of an invoice shall bear interest thereafter, to accrue at a daily rate of 2% above the National Westminster Bank base rate.
12.6 CRML reserves the right to recover from the Client any losses flowing directly or indirectly from any such late, or non-payment by the Client of any invoice submitted to it.

13. Termination

13.1 In the event that either party is in material or persistent breach of any of the terms of the Engagement Letter, the other party may terminate the Engagement Letter if, upon the expiry of 14 days after serving notice on the party in default, steps have not been taken to remedy the breach provided that defects in quality or dimension of any goods or materials used in connection with the Services shall not constitute material or persistent breach of any of the terms of the Engagement Letter and the Client shall not therefore be entitled to terminate the Engagement Letter on these grounds.
13.2 All additional costs reasonably incurred by CRML by reason of CRML being prevented from oceeding with the Project by the Client or some other Contractor employed by the Client or by reason of the suspension of the Project by the Client (otherwise then in consequence of some default on the part of CRML) shall be reimbursed to CRML by the Client.
13.3 On termination or suspension of the Project (other than through default on the part of CRML) the Client shall forthwith pay to CRML all unpaid fees and reimburseable expenses accrued up to the date of termination or suspension, together with a sum equivalent to two month’s of fees as set out in the Engagement Letter by way of damages.

14. Liability

14.1 The liability of CRML for any costs, claims, losses, expenses and/or damages arising out of any action or proceedings shall, in any event, be limited to a sum not exceeding two million pounds (£2,000,000).
14.2 Clause does not apply to liability for death or personal injury arising out of negligence, which liability shall be unlimited.

15 Complaints procedure

15.1 The Client agrees that it will not take any action or commence any proceedings against CRML before it has first referred its complaint to Henrietta Caledon at. 3 Petyt Place London SW3 5DJ

16. Severance

16.1 Any provision of the Engagement Letter, including any provision, or part thereof, contained in these General Conditions, which is declared void or unenforceable by any competent authority or court shall, to the extent of such invalidity or unenforceability, be deemed severable and shall not affect the other provisions, or parts thereof, of the Engagement Letter and General Conditions, which shall continue unaffected.